Episode 3953

Alan welcomes the viewer to Sesame Street. He serves breakfast to The Count, who counts the items on his plate. Baby Bear is in awe of the way The Count counts, and wants to learn to count just like him. The Count agrees to be Baby Bear's counting coach, as soon as he finishes his breakfast.

Baby Bear and the Count go to the Arbor and talk to Gina, who’s playing with Hannah. The Count gives Baby Bear his first test – to count Hannah. Baby Bear counts one Hannah, but the Count tells him there’s more to count. He then counts all of Hannah’s body parts to show Baby Bear how to properly count someone.

Baby Bear and The Count go to the garden so Baby Bear can do another test – counting Stinky’s body parts. Stinky is thrilled that they’re counting him since he’s never been counted before. He enjoys it so much that when Baby Bear is over, he grows another leaf to be counted a little longer

Oscar has his trash piled up on his trash can. Baby Bear and the Count ask if they can count his trash, but he refuses. They keep asking him, but unbeknownst to Oscar, they’re counting the times he says “no”.

As they walk down the street, they discover a number 3. Baby Bear says it’s up to them to talk about it, but The Count doesn’t like to talk about the number 3 since not many things come in threes. Baby Bear takes him to a place where everything comes in threes.

They arrive at Baby Bear’s cottage where The Three Bears sing a song showing all of the three kinds of stuff they have. The Count tells Baby Bear he was “one wonderful student” and they both share his trademark laugh.